Ferrellgas Partners, L.P. (FGP)

SECTION 7. Registration
Expenses.

(a) All
expenses incident to the Issuers performance of or compliance with this
Agreement will be borne by the Issuers, jointly and severally, regardless of
whether a Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees and expenses (including filings made
by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees
and expenses of any qualified independent underwriter and its counsel that
may be required by the rules and regulations of the FINRA)); (ii) all
fees and expenses of compliance with federal securities and state securities or
blue sky laws; (iii) all expenses of printing (including printing
certificates for the Exchange Securities to be issued in the Exchange Offer and
printing of Prospectuses), messenger and delivery services and telephone; (iv) all
fees and disbursements of counsel for the Issuers and, subject to Section 7(b) hereof,
the Holders of Transfer Restricted Securities; (v) all application and
filing fees in connection with listing the Exchange Securities on a securities
exchange or automated quotation system pursuant to the requirements thereof; (vi) all
fees and disbursements of independent certified public accountants of the
Issuers (including the expenses of any special audit and comfort letters
required by or incident to such performance); (vii) all rating agency
fees; (viii) all fees and disbursements relating to the qualification of
the Indenture under applicable securities laws; and (ix) all fees and
disbursements of the Trustee and its counsel.

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Each of the Issuers will, in any event, bear its
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expenses
of any annual audit and the fees and expenses of any Person, including special
experts, retained by the Issuers.

(b) In
connection with any Registration Statement required by this Agreement
(including, without limitation, the Exchange Offer Registration Statement and
the Shelf Registration Statement), the Issuers, jointly and severally, will
reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities being tendered in the Exchange Offer and/or resold pursuant to the Plan
of Distribution contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Fried, Frank, Harris, Shriver & Jacobson LLP, or such other counsel as
may be chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.